-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QI3Ur4T8b4T8r9hsS96N6wktjA53jOLOwzfgiMH6mP/bqbwA4XGf4JdG2dTQ6bu3 vl0ggK2DXQ6zgDVnFKJapQ== 0000950137-01-503431.txt : 20010903 0000950137-01-503431.hdr.sgml : 20010903 ACCESSION NUMBER: 0000950137-01-503431 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN SENIOR FLOATING RATE FUND CENTRAL INDEX KEY: 0001052136 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364201397 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53917 FILM NUMBER: 1729091 BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLAZA STREET 2: VAN KAMPEN INVESTMENTS INC CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 6306846774 MAIL ADDRESS: STREET 1: ONE PARKVIEW PLAZA STREET 2: VAN KAMPEN INVESTMENTS INC CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND DATE OF NAME CHANGE: 19971230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN SENIOR FLOATING RATE FUND CENTRAL INDEX KEY: 0001052136 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364201397 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLAZA STREET 2: VAN KAMPEN INVESTMENTS INC CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 6306846774 MAIL ADDRESS: STREET 1: ONE PARKVIEW PLAZA STREET 2: VAN KAMPEN INVESTMENTS INC CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND DATE OF NAME CHANGE: 19971230 SC TO-I/A 1 c64711ascto-ia.txt AMENDMENT TO ISSUER TENDER OFFER STATEMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2001 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE TO ISSUER TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) VAN KAMPEN SENIOR FLOATING RATE FUND (NAME OF ISSUER) VAN KAMPEN SENIOR FLOATING RATE FUND (NAME OF PERSON(S) FILING STATEMENT) Common Shares of Beneficial Interest, Par Value $0.01 per Share (Title of Class of Securities) 920960-101 (CUSIP Number of Class of Securities) A. Thomas Smith III Managing Director, General Counsel and Secretary Van Kampen Investments Inc. 1 Parkview Plaza P.O. Box 5555 Oakbrook Terrace, IL 60181-5555 (630) 684-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) Copies to: Wayne W. Whalen, Esq. Thomas A. Hale, Esq. Skadden, Arps, Slate, Meagher & Flom (Illinois) 333 W. Wacker Drive Chicago, Illinois 60606 (312) 407-0700 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Transaction Valuation $224,905,725(a) Amount of Filing Fees: $44,981(b) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (a) Calculated as the aggregate maximum purchase price to be paid for 26,366,439 shares in the offer. (b) Calculated as 1/50 of 1% of the Transaction Valuation. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $44,981 Form or Registration No.: Schedule TO Filing Party: Van Kampen Senior Floating Rate Fund Date Filed: July 20, 2001 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. [X] Check the following box if the filing is a final amendment reporting the results of the tender offer. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 1 to the Issuer's Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 20, 2001, by Van Kampen Senior Floating Rate Fund (the "Fund"), with respect to the tender offer to purchase 26,366,439 of the Trust's outstanding common shares of beneficial interest, par value $0.01 per share, amends such statement on Schedule TO to add the following supplemental information: the number of common shares of beneficial interest of the Trust validly tendered through the expiration date and not withdrawn was 10,116,177. All 10,116,177 such shares were purchased in their entirety at the price of $8.48 per share, the net asset value at the time the offer expired. Payment for the shares was mailed prior to the date hereof. The Schedule TO is hereby terminated. Item 9. Material to Be Filed as Exhibits. The following materials are hereby filed as additional Exhibits to the Schedule TO: (a) (8) -- Text of Completion Press Release dated August 31, 2001 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. VAN KAMPEN SENIOR FLOATING RATE FUND Dated: August 31, 2001 /s/ STEPHEN L. BOYD -------------------------------------------------------- Stephen L. Boyd, Executive Vice President and Chief Investment Officer
2 4 EXHIBIT INDEX
EXHIBIT DESCRIPTION ------- ----------- (a)(1)(i) Advertisement printed in The Wall Street Journal.* (ii) Offer to Purchase (including Financial Statements).* (a)(2) Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number).* (a)(3)(i) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (ii) Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (iii) Form of Letter to Selling Group Members.* (iv) Form of Operations Notice.* (a)(4) Form of Letter to Shareholders who have requested Offer to Purchase.* (a)(5) Text of Press Release dated July 20, 2001.* (a)(6) Text of completion Press Release dated August 31, 2001.+ (b)(1) Third Amendment and Restatement of Credit Agreement between Van Kampen Prime Rate Income Trust, Van Kampen Senior Floating Rate Fund, Various Financial Institutions and Bank of American, N.A., as agent, dated as of September 13, 2000.* (d)(1) Investment Advisory Agreement between Van Kampen Senior Floating Rate Fund and Van Kampen Investment Advisory Corp., dated as of December 19, 1997.* (d)(2) Administration Agreement between Van Kampen Senior Floating Rate Fund and Van Kampen Investments Inc., dated as of December 19, 1997.* (d)(3) Offering Agreement between Van Kampen Senior Floating Rate Fund and Van Kampen Funds Inc., dated as of December 19, 1997.* (d)(4) Service Plan of Van Kampen Senior Floating Rate Fund.* (g)-(h) Not applicable.
+ Filed herewith * Previously filed in the Trust's Schedule TO filed with the Securities and Exchange Commission on July 20, 2001. 3 EX-99.(A)(6) 3 c64711aex99-a6.txt TEXT OF COMPLETION PRESS RELEASE DATED 8/31/01 1 EXHIBIT (a) (6) Text of Press Release Dated August 31, 2001 NEWS RELEASE FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT: A. Thomas Smith III or Ian J. McPheron 800/225-2222 800/225-2222 Ext. 6784 Ext. 6845 VAN KAMPEN SENIOR FLOATING RATE FUND COMPLETES TENDER OFFER FOR ITS COMMON SHARES CHICAGO (August 31, 2001) -- Van Kampen Senior Floating Rate Fund announced today the final results of its tender offer for up to 26,366,439 of its outstanding common shares of beneficial interest. The offer expired at 12:00 Midnight, Eastern Time, on August 17, 2001. The Fund said that 10,116,177 common shares outstanding as of the expiration of the tender offer, were validly tendered through the stated expiration date. All 10,116,177 common shares tendered were purchased at a price of $8.48 per common share, the net asset value at the time the offer expired. Payment for the shares purchased was mailed prior to the date hereof. As indicated in the Fund's current prospectus, the Board of Trustees of the Fund currently intends, each quarter, to consider authorizing the Fund to make a tender offer for its common shares in order to attempt to provide liquidity to its investors. The Fund commenced operations on March 27, 1998 and had total net assets of approximately $681,901,680 as of August 17, 2001. Van Kampen Senior Floating Rate Fund is advised and distributed by subsidiaries of Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is one of the nation's largest investment management companies with more than $83 billion in assets under management or supervision, as of June 30, 2001. With roots in money management dating back to 1927, Van Kampen has helped more than four generations of investors achieve their financial goals. Headquartered in the Chicagoland area, Van Kampen is a wholly owned subsidiary of Morgan Stanley Dean Witter (NYSE: MWD). # # # For more complete information, including risk considerations, fees, sales charges and ongoing expenses, please contact your financial advisor for a prospectus or download one at www.vankampen.com. Please read it carefully before you invest or send money. Copyright (C) 2001 Van Kampen Funds Inc. All Rights Reserved 3172D01-ANS-8/01 -----END PRIVACY-ENHANCED MESSAGE-----